Capitalism without the capitalist: The joint stock company share and the emergence of the modern doctrine of separate corporate personality

Ireland, Paddy

doi:10.1080/01440369608531144

Cited by 88 publications

(33 citation statements)

References 8 publications

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“…The distribution of the different functions of ownership between different agents in the modern public company is one of its defining features, and it permitted the establishment in law of companies with legal personalities separate from their shareholders. It is in this sense that many theorists contend that no-one can be said to own the modern company (Ireland, 1996). But very different political conclusions can be drawn from this view, leading to very different arrangements for corporate governance.…”

Section: The Historical Contextmentioning

confidence: 99%

Shareholder Value and the Stakeholder Debate in the UK

Gamble

Kelly

2001

Corporate Governance

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Shareholder value is assumed to be the ruling idea in Anglo-American corporate governance. This paper first reviews the historical origins of the idea of shareholder value in the UK and the particular theoretical assumptions about the company which underpin it. It assesses the reasons why it was subjected to so little subsequent political challenge, and contrasts this with US experience. This historical and theoretical context is then used to explore the current debate on stakeholding in the UK, whether the UK system of corporate governance needs reform, and if so in which direction. Four main positions on stakeholding are identified ± property rights, enlightened managerialism, active shareholders, and corporate pluralism. The paper concludes with an assessment of the political and legal pressures for reform of the UK model of corporate governance and the prospects for any significant change.

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Section: The Historical Contextmentioning

confidence: 99%

Shareholder Value and the Stakeholder Debate in the UK

Gamble

Kelly

2001

Corporate Governance

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“…In response to the assertion that Salomon`clearly established the independent legal personality of the company', Ireland has shown that neither incorporation nor Salomon established the complete separation of the company and its members. 75 On the contrary, complete separation was attributable to economic changes from 1825 to1850 (the development of the railway system which led to the sheer volume of capital raised and the emergence of a mature share market), as well as the change in the legal nature of the joint stock company share from one that constituted an equitable interest in the company's property in the early 1830s to that of an autonomous form of property during the 1860s. 76 He argues that prior to the development of a sophisticated share market in the mid-nineteenth century, the shares of joint stock companies were not marketable and liquid; consequently, shareholders were`tied to their shares and, though them, to the assets ± the concrete embodiments of industrial capital ± operated by companies.'…”

Section: Socio-historical Contexts 74mentioning

confidence: 99%

Of ‘Landmark’ or ‘Leading’ Cases: Salomon's Challenge

Lim

2014

Journal of Law and Society

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This article seeks to question the two dominant conceptions of ‘landmark’ or ‘leading’ cases in English legal scholarship, using the House of Lords decision in Salomon v. Salomon Co Ltd. – the most famous case in corporate law – as a case study. It argues that neither the first dominant conception of ‘leading’ or ‘landmark’ cases, characterized by the analysis of the intrinsic merits of a case, nor the second, which looks at the historical contexts in which cases were decided, appears sufficient by itself to determine whether a case is landmark or canonical. Rather, we have to look at how the canonicity of a case is constructed by subsequent courts. The article seeks to advance the debate concerning the formation of landmark cases and aims to challenge certain prevailing views on the canonicity of corporate law's arguably most significant case.

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“…This led to a de facto separation of ownership and control, in which the separate legal entity was increasingly reified as a “holder” of ownership in and by itself. The attribution of ownership to a separate legal entity meant that the perception of the corporation as an aggregation of individuals was increasingly replaced by the idea that the separate legal entity itself could be used as a reified singular representation of “the corporation.” The corporate representation became an “it,” rather than a “they” (Ireland ).…”

Section: A History Of the Corporationmentioning

confidence: 99%

Specters, Inc.: The Elusive Basis of the Corporation

Veldman¹,

Parker²

2012

Business and Society Review

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In this article we discuss the political and economic consequences of the contemporary legal theory of incorporation. We argue that incorporation has developed historically in a way that makes it internally inconsistent, but that this inconsistency is useful for the powerful because of its legal and economic effects. The corporation can “shape shift,” which is very helpful for claiming some rights and disavowing certain responsibilities. Of course this flexibility comes at the expense of consistent concepts and this leads to the creation of what we term an “ideal‐type reified singular representation.” We go on to show the far‐reaching effects of this representation for legal studies, economics, and political theory, and show it worked in the pro‐corporate decision in the recent Citizens United case. We conclude by providing several alternative ways to think about the nature of corporate organization.

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Capitalism without the capitalist: The joint stock company share and the emergence of the modern doctrine of separate corporate personality

Cited by 88 publications

References 8 publications

Shareholder Value and the Stakeholder Debate in the UK

Shareholder Value and the Stakeholder Debate in the UK

Of ‘Landmark’ or ‘Leading’ Cases: Salomon's Challenge

Specters, Inc.: The Elusive Basis of the Corporation

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